Goody Science & Technology Co.Ltd(002694)
Shareholder dividend return planning for the next three years (2021-2023)
In accordance with the requirements of the notice on further implementation of matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other documents of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the relevant provisions of the Goody Science & Technology Co.Ltd(002694) articles of Association (hereinafter referred to as the “articles of association”), in order to improve Goody Science & Technology Co.Ltd(002694) (hereinafter referred to as the “articles of association”) The “company”) has a scientific, continuous and stable dividend policy, actively repay investors, and continuously improve the decision-making procedures and mechanism of the board of directors and the general meeting of shareholders on the company’s profit distribution. The board of directors of the company has studied and demonstrated the dividend return of shareholders and formulated the dividend return plan for shareholders in the next three years (2021-2023).
Article 1 considerations for the company to formulate this plan
Focusing on stable, healthy and sustainable development, the company fully considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment on the basis of comprehensive analysis of the company’s operation and development status, shareholders’ wishes, development objectives, social capital cost and external financing environment, Establish a sustained, stable and scientific return mechanism for investors to maintain the continuity and stability of profit distribution policy.
Article 2 formulation principles of this plan
On the premise of complying with relevant national laws and regulations and the articles of association, the company’s profit distribution policy aims at reasonable returns to investors and the sustainable development of the company, ensures the sustainability and stability of profit distribution, and fully considers, listens to and adopts the opinions and demands of the company’s independent directors, supervisors and minority shareholders, So as to determine a reasonable profit distribution plan.
Article 3 specific shareholder return plan for the next three years (2021-2023)
1、 Form of profit distribution
The company distributes dividends in cash, shares or a combination of cash and shares. Under the condition of meeting the cash dividend conditions specified in the articles of association, the company will give priority to cash dividend for profit distribution. If conditions permit, the company can make interim profit distribution. When using stock dividends for profit distribution, the company shall fully consider the real and reasonable factors such as the growth of the company and the dilution of net assets per share.
2、 Conditions and proportion of cash dividends
If the company intends to implement cash dividends, the following conditions shall be met at the same time:
1. The company is profitable in the current year and the accumulated undistributed profit is positive;
2. The audit institution shall issue a standard unqualified audit report on the company’s annual financial report.
The profits distributed in cash each year shall not be less than 15% of the profits available for distribution to shareholders in the current year. At the same time, the board of directors shall comprehensively consider the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash bonus policies in accordance with the procedures specified in the articles of association:
1. If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
2. If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall at least reach 40%;
3. If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 20%;
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. 3、 Specific conditions for the company to issue stock dividends
When the company is in good operation, the board of Directors considers that the stock price of the company does not match the size of the company’s share capital, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of meeting the above cash dividends.
4、 Profit distribution interval
Under the condition that the dividend conditions are met, the company will pay cash dividends once a year in principle, and the board of directors of the company can propose the company to pay interim dividends according to the company’s profitability and capital demand.
Article 4 research and demonstration procedures, decision-making mechanism and adjustment mechanism of profit distribution policy
1、 Review procedures of the company’s profit distribution plan
The company’s profit distribution plan shall be prepared by the company’s management and submitted to the company’s board of directors and board of supervisors for deliberation. The board of directors shall fully discuss the rationality of the profit distribution plan, and the independent directors shall express clear opinions on the profit distribution plan. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. The profit distribution plan shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors and the board of supervisors.
Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
When the company does not pay cash dividends due to the special circumstances specified in Article 3 above, the board of directors shall make a special explanation on the specific reasons for not paying cash dividends, the exact purpose of the company’s retained earnings and the expected investment income, which shall be submitted to the general meeting of shareholders for deliberation after the opinions of independent directors and disclosed on the media designated by the company. 2、 Implementation of the company’s profit distribution plan
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within two months after the general meeting of shareholders is held.
3、 Change of the company’s profit distribution policy
The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan reviewed and approved by the general meeting of shareholders. When it is really necessary to adjust the cash dividend policy determined in the articles of association, for example, in case of force majeure such as war and natural disasters, or changes in the company’s external business environment that have a significant impact on the company’s production and operation, or major changes in the company’s own business conditions, the company may adjust the profit distribution policy.
The board of directors shall make a special discussion on the adjustment of the company’s profit distribution policy, demonstrate the reasons for the adjustment in detail, form a written demonstration report, and submit it to the general meeting of shareholders for special resolution after it is reviewed and approved by the board of directors and independent directors express independent opinions. Before the general meeting of shareholders deliberates on the adjustment plan of profit distribution policy, the company shall listen to the opinions and demands of shareholders through various channels.
Article 5 Supervision and restraint mechanism of profit distribution
1、 Independent directors shall express independent opinions on the company’s dividend plan; If the company makes annual profits but does not propose a cash dividend plan, the independent directors shall express independent opinions and publicly disclose them; The board of supervisors shall supervise the implementation of the company’s dividend policy and shareholder return plan and decision-making procedures by the board of directors and management.
2、 If the board of directors does not make a profit distribution plan for cash dividends, the company shall disclose the reasons for the non dividend, the purpose and use plan of the non dividend funds retained in the company in the periodic report. The independent directors shall express independent opinions on this and disclose the implementation of the cash dividend policy in the reporting period.
3、 If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed to the shareholder when implementing the cash dividend to repay the company’s funds occupied by him.
Article 6 effective mechanism of the plan
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. This plan shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company. Goody Science & Technology Co.Ltd(002694) board of directors December 29, 2021
